Personal Liability

News & Analysis as of

Does The Business Judgment Rule Protect Directors Who Violate Governing Documents?

Under the business judgment rule, a director will not be liable for a mistake in business judgment provided that certain conditions are met. In the case of a California nonprofit mutual benefit corporation, a director who...more

What Is A Knowing Violation Of Law?

Nevada’s private corporation law automatically exculpates directors and officers from individual liability from individual liable to the corporation or its stockholders or creditors for any damages as a result of any act or...more

10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory Statutes

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation...more

New Law May Create Coverage for Wage and Hour Claims

Employers continue to face a wave of lawsuits alleging violations of various “wage and hour” statutes (overtime pay, meal and rest breaks, etc.). Employment liability insurers have uniformly denied coverage for these claims...more

Court Holds That An Officer Of A General Partner Does Not Individually Owe Fiduciary Duties To The Partnership

In Rainier Income Fund I v. Gans, two limited partnerships sued an individual, who was the president of the general partner of the partnerships and co-owner of the only other limited partner, for breaching fiduciary duties...more

Is Love All You Need? Supreme Court to Decide Standard for Tipper Liability

In recent weeks amicus curiae briefs have been flooding into the U.S. Supreme Court in the case of Salman v. U.S., an appeal from the Ninth Circuit’s decision in U.S. v. Salman, 792 F.3d 1087 (9th Cir. 2015). The Supreme...more

UK Bribery Act – 5 lessons in 5 years: No 2 – Unheard Voices

The corporate bribery offence has brought in a new age of enforcement, but at what cost to individuals who may be implicated? In the last few weeks of 2015, the enforcement landscape for corporate entities carrying on...more

Business Litigation Reporter - June 2016

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

Host Liability, 10th Edition

This booklet is intended as a basic guide to host liability, which is the potential for personal and corporate liability for injuries sustained by employees, clients and other persons as a result of alcohol intoxication. This...more

Deceptive Marketing Class Actions: Trump University

The most talked about class action in Canada of late is not a Canadian class action at all, but rather one commenced in a U.S. District Court in the Southern District of California. Low v. Trump University, already certified...more

Supreme Court’s discharge exception ruling gives creditors more options

One goal of bankruptcy for individuals is the discharge of debts, meaning that, upon the successful completion of their bankruptcy case, the debtor is no longer personally responsible for the obligations owed prior to the...more

CFPB Takes Enforcement Action Against Loan Officer for Alleged Mortgage Fee Kickback Scheme

Yesterday, the Consumer Financial Protection Bureau (CFPB) announced the issuance of a consent decree with a former mortgage loan officer arising out of alleged violations of the Real Estate Settlement Procedures Act’s...more

Real Property & Title Insurance Update: Weeks Ending May 13 & May 20, 2016

REAL PROPERTY UPDATE - Contracts/Personal Liability: official title of “President” underneath signor’s signature on contract did not shield individual from personal liability because contract language reflected...more

Up Close and Personal: Individual CCO Liability – Part II

Yesterday I began an exploration of the potential individual liability of a Chief Compliance Officer (CCO) based upon the Financial Industry Regulatory Authority (FINRA) enforcement action against Raymond James Inc. and its...more

How The Defend Trade Secrets Act Of 2016 Opens The Door To Disclosure Of Trade Secrets

François-Marie Arouet, better known as Voltaire, once famously wrote “Ce corps qui s’appelait et qui s’appelle encore le saint empire romain n’était en aucune manière ni saint, ni romain, ni empire (This body, which was, and...more

Up Close and Personal: Individual CCO Liability – Part I

A horse is a horse, of course, of course, and no one can talk to a horse, of course. That is, of course, unless the horse is the famous Mister Ed. Those lines were the opening verse to the theme song of the TV...more

Supreme Court Expands Fraud Exception to Favor Creditors

On May 16, 2016 the United States Supreme Court issued an opinion regarding the meaning of “actual fraud” under the Bankruptcy Code. Husky Int’l Electronics, Inc. v. Ritz represents a win for creditors by making it easier to...more

High Court Rejects Narrow Bankruptcy Fraud Exemption

In its recently issued decision in Husky International Electronics, Inc. v. Ritz, a 7-1 majority of the Supreme Court has clarified that intentionally fraudulent transfers designed to hinder or defraud creditors can fall...more

Supreme Court Issues Opinions Favorable to Financial Services Companies

May is usually a busy month on the Supreme Court before the justices head off for some summer R&R. It is historically a time when many opinions are issued, and May 2016 has been no exception. ...more

High Court Broadens the Definition of “Actual Fraud” under Section 523(a)(2)(A)

The Supreme Court’s Decision: On May 16, 2016, in Husky International Electronics, Inc. v. Daniel Lee Ritz, Jr., Case No. 15-145, the Supreme Court held that the term “actual fraud” in § 523(a)(2)(A) of the Bankruptcy...more

Does Yates Sound The Death Knell For Joint Defense Agreements?

The revised cooperation credit rules issued by the US Department of Justice (DOJ) in September 2015 under the Yates Memo require companies to focus on individuals from the outset of an investigation and to disclose all facts...more

TCPA Connect - May 2016

BREAKING: SCOTUS Rules on Spokeo, Significant Implications for TCPA Cases - The Supreme Court of the United States ruled yesterday in Spokeo, Inc. v. Robins that a plaintiff must show an injury in fact before pursuing a...more

Supreme Court Rules Exception to Bankruptcy Discharge for Fraud Claims Extends to Fraudulent Transfer Liability

In a decision rendered on May 16, 2016, in the case of Husky International Electronics, Inc. v. Ritz, the U.S. Supreme Court ruled that the exception to bankruptcy discharge for debts incurred through actual fraud applies to...more

Supreme Court Decides Husky International Electronics, Inc. v. Ritz

On May 16, 2016, the U.S. Supreme Court decided Husky International Electronics, Inc. v. Ritz (No. 15-145), holding that the term “actual fraud” in § 523(a)(2)(A) of the Bankruptcy Code (one of the discharge exceptions)...more

10 Takeaways from Deputy Attorney General Sally Q. Yates’ Remarks at the 2016 New York City Bar Association White Collar Crime...

This week, Deputy Attorney General Sally Q. Yates delivered remarks at the New York City Bar Association reflecting on the eight months since the release of the “Yates Memo,” or as Deputy AG Yates prefers, the “Individual...more

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